UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report
November
7, 2007
|
|
|
RESOURCES
CONNECTION, INC.
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
|
|
|
|
Delaware
(State
or other jurisdiction
|
0-32113
(Commission
|
33-0832424
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
|
17101
Armstrong Avenue, Irvine, California
|
92614
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area
code
|
(714)
430-6400
|
|
Not
applicable
|
|
(Former
Name or Former Address, if Changed Since Last
Report.)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On
November 7, 2007, Resources
Connection, Inc. (“Resources”) announced its hiring of Nathan W. Franke for the
position of Executive Vice President and Chief Financial Officer. Mr. Franke,
age 46, will join Resources’ operating entity, Resources Global Professionals,
effective November 26, 2007, and will serve as the company’s principal financial
officer reporting to the company’s Chief Executive Officer. He will be
responsible for all financial aspects of Resources’ operations including
financial reporting and investor relations, among others.
Prior
to
joining Resources, Mr. Franke was a senior audit partner with the firm of
Deloitte & Touche LLP for more than 22 years. During the last 12 years, Mr.
Franke has worked primarily with publicly-traded companies in the consumer
and
technology industries. Resources issued a press release today announcing Mr.
Franke’s hire. A copy of the press release is attached as Exhibit 99.1 hereto
and incorporated herein by this reference.
The
Company hired Mr. Franke pursuant to a written offer letter. A copy of the
offer
letter is attached as Exhibit 99.2 hereto and incorporated herein by this
reference. The offer letter provides, among other things, that Mr. Franke will
receive a base salary of $300,000 per year. In connection with his hiring,
Mr.
Franke was awarded 25,000 stock options pursuant to the company’s 2004
Performance Incentive Plan, to be granted on the next option award date
applicable to his hire. The stock options are scheduled to vest in annual
installments over four years.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 |
Text
of press release, dated November 7, 2007.
|
| 99.2 |
Text
of offer letter, dated November 6, 2007 between Nathan W. Franke and
Resources Global Professionals.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
RESOURCES
CONNECTION, INC.
|
|
|
Date:
November 7, 2007
|
|
|
By:
/s/ Donald B. Murray
|
|
|
Donald
B. Murray
|
|
|
Chief
Executive Officer
|
Resources
Global Professionals Names Nate Franke Executive Vice President and Chief
Financial Officer
IRVINE,
Calif., Nov. 7 /PRNewswire-FirstCall/ -- Resources Global Professionals
("Resources"), a multinational provider of professional services and the
operating subsidiary of Resources Connection, Inc. (Nasdaq: RECN), today
announced the appointment of Nate Franke as executive vice president and chief
financial officer, effective November 26.
In
this
role, Mr. Franke will be responsible for all financial aspects of Resources'
operations, including financial reporting and investor relations. Mr. Franke,
46, joins Resources after 22 years at Deloitte & Touche LLP, where, for the
past twelve years, he served as an audit partner primarily working with publicly
traded companies in the consumer and technology industries. Mr. Franke will
be
based in Resources' Irvine headquarters and report to Donald B. Murray, chairman
and chief executive officer.
"We
are
thrilled that Nate has agreed to join Resources," said Murray. "He is an
accomplished financial executive with a wealth of relevant expertise and he
will
add substantial value to Resources' clients, investors and employees."
"I'm
excited to become part of this dynamic, global organization and I look forward
to working alongside my colleagues at Resources to execute the growth and
strategic goals of the organization," said Franke.
Mr.
Franke will be responsible for overseeing the financial side of a business
that
generated $735.9 million in revenue in fiscal 2007, employs more than 4,000
professionals globally and has grown to more than 80 practice offices worldwide
during the past 10 years.
"Nate's
background is perfectly suited for dealing with today's increasingly complex
regulatory environment," said Neil Dimick, member of Resources' Board of
Directors and chairman of its Audit Committee. "We are very excited to have
him
join our company."
As
CFO,
Mr. Franke succeeds Anthony Cherbak, executive vice president and chief
operating officer, who has served as acting CFO since September, following
the
departure of Stephen J. Giusto. With Mr. Franke's appointment, Mr. Cherbak
will
return to his role as Resources' COO.
Mr.
Franke is a certified public accountant (CPA) and a member of the American
Institute of Certified Public Accountants. He is a graduate of the University
of
California, Santa Barbara, and holds his Masters in Business Administration
from
the University of California, Irvine. Mr. Franke is also a part-time lecturer
in
financial reporting and analysis at the University of California, Irvine, Merage
School of Business. He lives in North Tustin, California, with his wife and
two
children. An active coach in local youth athletics, Mr. Franke also enjoys
fishing, scuba diving and water skiing.
ABOUT
RESOURCES GLOBAL PROFESSIONALS
Resources
Global Professionals is a multinational professional services firm that helps
business leaders execute internal initiatives. Working as members of client
teams, we solve problems, execute and transfer knowledge. Partnering with
business leaders, we drive internal change across all parts of a global
enterprise -- finance and accounting, information management, internal audit,
human capital, legal services and supply chain management.
Resources
Global was founded in 1996 within a Big Four accounting firm. Today, we are
a
publicly traded company with over 4,100 professionals, from more than 80
practice offices, serving 2,200 clients around the world.
Headquartered
in Irvine, California, Resources Global has served 81 of the Fortune 100
companies.
The
Company is listed on the NASDAQ Global Select Market, the exchange's highest
tier by listing standards. More information about Resources Global is available
at http://www.resourcesglobal.com.
November
6, 2007
PRIVATE
& CONFIDENTIAL
Mr.
Nathan W. Franke
18172
Rainier Drive
Santa
Ana, CA 92705
Dear
Nate:
We
are
pleased to extend to you an offer of employment with Resources Global
Professionals as Executive Vice President and Chief Financial Officer in our
Resources
Service Center located in Irvine.
Below,
enumerated are the terms and conditions of your offer.
| · |
Your
starting salary will be $300,000
per annum, payable in bi-weekly installments. In addition, you will
be
eligible for bonus consideration annually based on your contribution
for
that year subject to the company’s Executive Incentive Plan.
|
| · |
We
intend to grant you 25,000
stock options at a fair market value price on the next option award
date
following your hire date. The company grants options each quarter,
at the
fair market value on the first market date in January, April, July
and
October. These options are granted subject to the company's 2004
Performance Incentive Plan and receipt of your signed offer letter
by the
Stock Plan Administrator.
|
| · |
Your
start date will be a mutually agreed upon date. Your
employment with Resources is conditional upon the satisfactory completion
of a background and reference check. Resources
will notify you upon release of all contingencies. Please note: Notice
should not be given to your current employer until all contingencies
have
been released. Furthermore, employment with Resources cannot commence
until all contingencies have been released.
|
| · |
Resources'
current benefit program covers group insurance benefits. The comprehensive
group insurance benefit program includes medical, vision, dental,
long-term disability, basic, optional and dependent life insurance
options, and a flexible spending plan. Resources underwrites 70 percent
of
your medical, vision, dental, long-term disability and basic life
insurance election. Eligibility
for health programs will start sixty (60) days from the first day of
the
calendar month following your date of hire. You may want to explore
COBRA
coverage from your current employer prior to becoming
eligible for Resources benefits.
|
| · |
There
is also a comprehensive Personal Time Off Program. Under this program
you
will accrue 28 paid
personal days off per year, and under this plan you are not asked to
account for the time off; i.e., vacation, sick leave or personal time,
etc.
|
| · |
We
have a voluntary 401(k) plan with an annual discretionary matching
contribution and an Employee Stock Purchase Plan that allows eligible
employees to purchase shares of the company’s stock at a 15% discount.
|
In
order
to comply with the Immigration Reform and Control Act of 1986, it will be
necessary for you to provide documentation verifying your employment
eligibility. You will also be required to sign the enclosed Resources'
Confidentiality, Inventions and Non-Solicitation Agreement.
Your
employment will be at-will and this offer does not create a contract of
employment or employment for a specified term. This letter and our employment
application are intended to be the final, complete, and exclusive statement
of
the terms of the offer of employment to you.
Mr.
Nathan W. Franke
November
6, 2007
Page
2
To
confirm your acceptance of our offer and the terms of this letter, please sign
below in the space provided and return the original letter to us within four
(4)
business days from the date of this letter, along with the signed agreement.
This
offer will expire on November
12, 2007.
Please
retain one copy of the letter for your records. If there are any concerns
regarding the background check, please notify me as soon as possible.
Nate,
I
personally want to express to you our enthusiasm about your involvement with
Resources Global Professionals. If
you have any issues or concerns regarding the acceptance of your new position,
please contact me.
We look
forward to your participation and extend best wishes in this new
endeavor.
Sincerely,
Kate
W.
Duchene
Chief
Legal Officer
Executive
Vice President of Human Resources
I
hereby
accept Resources Global Professionals’ employment offer as described in this
letter. I understand that my acceptance of this offer does not constitute an
employment contract and that this offer of employment may be terminated, either
by Resources Global Professionals or myself at anytime, for any reason, with
or
without notice.
|
Signature
|
Date
|
Resources
Global Professionals is an Equal Opportunity
Employer.